Dida Inc. — Governance Information 2012

Mar 30, 2012

Please note that these Implementing Rules for the Audit Committee of the Board are written in Chinese without an official English version. This English version is for reference only. In case of any inconsistency, the Chinese version shall prevail.

CHINA SHIPPING DEVELOPMENT COMPANY LIMITED

中海發展股份有限公司

Implementing Rules for the Audit Committee of the Board

Chapter 1 General Provisions

Article 1 In order to strengthen the scientificity of the decision-making of the board (the “Board”) of directors (“Directors”) of the Company, to enhance the decision-making level and to accomplish audit in advance and professional audit so as to ensure effective supervision of the management by the Board, as well as to perfect the governance structure of the Company. The Board of the Company sets up the Strategic Committee(the “Committee”) and formulates these implementing rules (the “Implementing Rules”) in accordance with the Company Law of the People’s Republic of China, Guidelines for Governance Standards of Listed Companies and the Articles of Association of the Company (the “Articles of Association”) and other related regulations.

Article 2 The Audit Committee of the Board is a body specifically set up by the Board pursuant to the resolution of the general meeting, which mainly responsible for assisting the Board to independently review the financial reporting procedures, the effect of internal control and risk management system of the Company, monitoring auditing process, and independently communicating with the Company’s internal accountants and external auditors.

Chapter 2 Composition Article 3 The Audit Committee shall comprise more than three independent directors.

Article 4 Members of the Audit Committee shall be nominated by the chairman of the Board, or more than one half of the independent directors or one-third of all directors, and it shall be elected by the Board.

Article 5 The Audit Committee shall have one chairman, who shall be acted by an independent director and shall be responsible for chair the Committee; the chairman shall be elected by the Audit Committee and shall be reported to the Board for approval.

Article 6 The term of office of members of the Audit Committee shall be in congruence with the term of the Directors, and its members may be re-elected upon the expiry of the current term of office. If any member no longer maintains the position as a director of the Company during his/her term of office, he/she shall

automatically disqualify as a member, and the vacancy shall be filled by the Board in accordance with the provisions of Articles 3 to 5 above.

Article 7 The management of the Company shall appoint specific person or set up an audit working group, which responsible for assist the Audit Committee in the routine work of liaison and meetings organization, and procure sufficient resources for the Audit Committee to perform its responsibilities.

Chapter 3 Terms of Reference

Article 8 The major terms of reference of the Audit Committee are:

• (1) making recommendations to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal (Where the Board disagrees with the Audit Committee’s view on the selection, appointment, resignation or dismissal of the external auditor, the Company should include in the Corporate Governance Report a statement from the Committee explaining its recommendation and also the reason(s) why the Board has taken a different view);

• (2) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences. To ensure the co-ordination between the audit firms if there is more than one firm involved;

• (3) to develop and implement policy on engagement of an external auditor to supply non-audit services;

(4) to monitor integrity of the Company’s financial statements and annual report and accounts and half-year report, and to review significant financial reporting judgements contained in them. In this regard, in reviewing the Company’s annual report and accounts and half-year report before intended to submit to the Board, the Committee should focus particularly on:

• (i) any changes in accounting policies and practices;

• (ii) major judgemental areas;

• (iii) significant adjustments resulting from audit;

• (iv) the going concern assumptions and any qualifications;

• (v) compliance with accounting standards; and

• (vi) compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter collectively “Listing Rules”) and other legal requirements in relation to financial reporting;

• (5) in regard to (4) above:

• (i) members of the Committee must liaise with the Company’s Board, senior management and person(s) appointed as qualified accountant of the Company, and the Committee must meet, at least once a year, with the Company’s auditors; and

• (ii) the Committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts, and must give due consideration to any matters that have been raised by the Company’s qualified accountant, compliance officer or auditors;

(6) to review the Company’s financial controls, internal control and risk management systems;

(7) to discuss with the management the system of internal control and ensure that management has discharged its duty to have an effective internal control system.

(8) to consider any findings of major investigation on internal control matters as delegated by the Board or on its own initiative and management’s response;

(9) to ensure co-ordination between the internal auditing departments and external auditors, and to ensure that the internal auditing department is adequately resourced and has appropriate standing within the Company, and to review and monitor the effectiveness of the internal audit function;

• (10) to review the Group’s financial and accounting policies and practices;

(11) to review the external auditor’s management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of control and management’s response;

(12) to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter;

(13) to report to the Board on the matters set out in the code provision of the Code on Corporate Governance Practices in Appendix 14 to the Listing Rules;

(14) to review arrangements by which employees of the Company may, in confidence, raise concerns about possible improprieties in financial reporting, internal control or other matters. The Audit Committee should ensure that proper arrangements are in place for the Company’s fair and independent investigation of such matters and for appropriate follow-up action;

(15) to act as the key representative body for overseeing the Company’s relation with the external auditor; and

(16) To deal with other tasks assigned by the Board.

Article 9 The Audit Committee shall be accountable to the Board of the Company. The proposals of the committee shall be submitted to the Board for consideration and decision. The Audit Committee shall work in accord with the supervisory audit activities of the Supervisory Committee.

Article 10 The Audit Committee is authorized by the Board to carry out any investigation according to its terms of reference.

Article 11 The Audit Committee is authorized by the Board to consult independent legal advisors on legal issues or obtaining other independent professional opinions during investigation at the Company’s expenses.

Chapter 4 Decision-making Procedures

Article 12 The audit working group is responsible for making the preliminary preparations and collecting and providing the Audit Committee with the relevant written information for it to make decisions:

(1) relevant financial reports of the Company;

(2) working reports of internal and external audit institutions;

(3) internal and external audit contract and the relevant working reports;

(4) public disclosure of information made by the Company;

(5) audit reports regarding major connected transactions of the Company;

(6) other relevant matters.

Article 13 The reports submitted by the audit working group shall be discussed in the meetings of the Audit Committee, and its relevant written resolution or proposals shall be submitted to the Board for consideration:

(1) work appraisal on external audit institutions, and the engagement and change of external audit institutions;

(2) the appropriateness of the accounting policies adopted by the Company, and the compliance with the requirements of the relevant existing laws and regulations prevailing in PRC and Hong Kong;

(3) reports on whether the internal audit system of the Company has been effectively implemented and whether the financial reports of the Company are authentic in all aspects;

(4) reports on whether information such as financial reports disclosed publicly by the Company are objective and authentic, and whether the major connected transactions of the Company are in compliance with the requirements of the relevant laws and regulations and rules;

(5) work appraisal of the internal financial department and audit department, including its responsible person, of the Company;

(6) other relevant matters.

Chapter 5 Procedural Rules

Article 14 The Audit Committee meeting shall be convened at least three times a year. Provisional meeting shall be convened when proposed by two members of the Audit Committee. All members shall be notified seven days prior to the meeting. The meetings shall be presided over by the chairman. In case that the chairman is unable to attend, he/she shall authorize another independent director member to preside over the meeting.

Article 15 The meetings of the Audit Committee shall be not be held unless more than one half of members attend. Each member shall be have one vote and the resolutions of the meeting shall become valid only when they are passed by the affirmative vote.

Article 16 The meeting of the Audit Committee shall vote by a show of hands or by a poll. The meetings can be held by telephone conference or similar communication devices, all members present shall be deemed as attending such meeting in person as long as the members present can clearly hear and communicate with other members.

Article 17 Members of the audit working group may attend meetings of the audit committee. The Directors, supervisors and other senior management of the Company may be invited to attend such meetings if necessary.

Article 18 If necessary, the convening procedure and voting method of voting of the Audit Committee and the resolutions passed at such meetings shall comply with be the requirements of the relevant laws, regulations, Articles of Association and this Implementing Rules.

Article 19 The Audit Committee shall have minutes of the meetings, and members present at the meetings shall sign on the minutes which shall be kept by the secretary to the Board of the Company.

Article 20 Resolutions passed by and voting result of the meeting of, the Audit Committee shall be reported in writing to the Board of the Company.

Article 21 Members present at the meeting shall have an obligation to keep all matters discussed in such meetings confidential, and shall not disclose the relevant information without authorization.

Chapter 6 Supplementary provisions

Article 22 This Implementing Rules shall be effective and implemented on the date when the relevant resolution is passed by the Board.

Article 23 For the matters which are not covered by the Implementing Rules, they shall be executed in accordance with the relevant laws and regulations of the State, the listing Rules of the Hong Kong Special Administrative Region and the Articles of Association. In the event that the Implementing Rules are not in congruence with the laws and regulations promulgated by the PRC government in future or the Articles of Association amended through valid procedure, it shall be executed according to the requirements of the relevant laws and regulations of the States and the Articles of Association, and the Implementing Rules shall be revised immediately and reported to the Board of the Company for consideration and approval.

Article 24 The power of interpretation of these rules shall be vested in the Board of the Company.

(Passed at the 12th meeting of the Board of Directors in 2009 on 19 August 2009)